Examples of Buyer Nominees in a sentence
Buyer will identify to the Company its Buyer Nominees, and each of Buyer and the Company will identify to the other any nominee to fill a vacancy, at least 14 days prior to the nominee's expected election to the Board.
No consideration in addition to that due and payable under Section 3.1 hereof shall be due from Buyer, Buyer Nominee(s) or their designee(s) to the Seller Entities, their Affiliates or designees upon the transfer to Buyer, Buyer Nominee(s) or designees in connection with the delivery of possession of, or transfer, assignment or conveyance of, legal title to any Transferred Assets.
In consideration of the sale by the Seller Entities to Buyer of the Transferred Assets, subject to the assumption by Buyer of the Assumed Liabilities, Buyer or, to the extent required by applicable Law, Buyer Nominee(s) will pay the Purchase Price as set forth below, as adjusted pursuant to Section 3.3 below and, if applicable, the Letter Agreement (as defined herein).
Buyer shall use, and shall cause Buyer Nominee(s) or their designee(s) to use, commercially reasonable efforts to obtain the Required Licenses as promptly as practicable.
For one year after the Closing Date, the Company will use its best efforts to cause and maintain the election to the Board of Directors of four nominees of Buyer reasonably satisfactory to the Company (the "Buyer Nominees") and provide that the Board of Directors will consist of no more than eight members.
From and after the Closing, so long as any Notes or shares of Stock are held by the Buyer, no options to purchase Common Stock shall be repriced or new options to purchase Common Stock issued without the approval of the Buyer Nominees.
Pending receipt by Buyer, Buyer Nominee(s) or their designee(s) of the Required Licenses, certain of the Seller Entities will continue to manufacture Products for, and sell Products to, Buyer or Buyer Nominee or their respective designee(s) to permit Buyer or Buyer Nominee or such designee(s) to supply the Products to distributors and other third parties.
The Buyer shall take all necessary actions to ensure that upon the completion of the Arrangement the Buyer Board will be reconstituted such that the Buyer Board will be comprised solely of the Company Nominees and the Buyer Nominees and shall ensure that the Company Nominees are nominated for election as directors of the Buyer at the Buyer’s next annual general meeting of Buyer Shareholders.
No provision of this Agreement may be amended, waived or otherwise modified except by an instrument in writing executed by the Company with approval of the Board of Directors (including a majority of directors who are not Buyer Nominees (as such term is defined in the Purchase Agreement)) and the Stockholder.
Buyer or Buyer Nominee(s) shall have delivered, contemporaneously with the Closing, all portions of the Purchase Price as set forth in Section 3.1(a).